Unassociated Document


    Exhibit
      10.3

     

    SETTLEMENT
      AGREEMENT AND MUTUAL RELEASE

     

    This
      Settlement Agreement and Mutual Release (“Settlement
      Agreement”)
      is
      made as of this 14th day of August, 2008 (the “Settlement
      Date”)
      by and
      between Memry Corporation (“Memry”),
      a
      Delaware corporation, on the one hand, and Schlumberger Technology Corporation
      (“STC”,
      with
      Memry and STC collectively being the “Parties” and each singularly a “Party”), a
      Texas corporation on the other hand. 

     

    RECITALS

     

    Whereas,
      Memry and STC entered in a Development Agreement dated January 1, 2001 (the
      “Development
      Agreement”);

     

    Whereas,
      Memory Metal Holland (“MMH”),
      a
      Netherlands corporation, and Memry entered a Secrecy Agreement, dated October
      28, 1998;

     

    Whereas,
      Memry and Memry Europe N.V., a former indirect subsidiary of Memry, entered
      into
      a Collaboration Agreement with United Stenting, Inc. (“USI”),
      a
      Nevis corporation, dated June 9, 1999;

     

    Whereas,
      Memry and STC are or have been parties to an action currently pending in the
      United States District Court for the Northern District of California, styled
      as
Memry
      Corporation v. Kentucky Oil Technology, N.V., et al.,
      Case
      No. CV 04-03843 RMW (HRL) (the “Lawsuit”);

     

    Whereas,
      Kentucky Oil Technology, N.V. (“Kentucky
      Oil”),
      MMH,
      and an individual named Peter Besselink (“Besselink”),
      allege in the Lawsuit, inter alia, that Memry breached the Collaboration
      Agreement by disclosing confidential information to STC, and that Besselink
      should be named as an inventor on certain patents;

     

    Whereas,
      Memry denies all of the allegations of Kentucky Oil, MMH and Besselink;


     

    Whereas,
      Memry is entering into a separate settlement agreement and mutual release with
      Kentucky Oil, MMH, Besselink, an individual named Dr. Wilfried van Moorleghem
      (“van
      Moorleghem”),
      and
      United Stenting, Inc. (“USI”),
      a
      Nevis corporation, sometimes referred to collectively as the “Kentucky
      Oil Parties”
(the
      settlement agreement shall be referred to herein as the “Memry/KOT
      Settlement Agreement”);
      

     

    Whereas,
      Memry is conveying certain rights under the Memry License (as hereinafter
      defined) to Kentucky Oil under the Memry/KOT Settlement Agreement;

     

    Whereas,
      a copy of the Memry/KOT Settlement Agreement has been provided to counsel for
      STC under the terms of the protective order in the Lawsuit;

     

    Whereas,
      STC and the Kentucky Oil Parties have settled their disputes by way of a
      separate settlement agreement and mutual release, an executed copy of which
      has
      been provided to counsel for Memry under the terms of the protective order
      in
      the Lawsuit (herein referred to as the “STC/KOT
      Settlement Agreement”);
      and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Whereas,
      the Kentucky Oil Parties understand that this Settlement Agreement between
      Memry
      and STC (herein referred to as “this
      Settlement Agreement”
or
      the
“Memry/STC
      Settlement Agreement”)
      is
      being entered as part of the complete resolution of the Lawsuit.

     

    NOW
      THEREFORE, in consideration of the mutual covenants set forth in this Settlement
      Agreement, the Parties agree as follows:

     

    
      	 	
              A.

            	
              Assignment
                of Certain Rights To Kentucky
                Oil

            


    

     

    
      	 	
              a.

            	
              The
                Parties agree and acknowledge that, pursuant to the Memry/KOT Settlement
                Agreement, Memry is assigning to Kentucky Oil those rights defined
                as the
                “Memry License” in Section 7 of the STC/KOT Settlement Agreement, as
                modified thereby (the “Assigned
                Rights”).
                Based on the foregoing, and consistent with this Settlement Agreement
                and
                the STC/KOT Settlement Agreement (a copy of which Memry agrees and
                acknowledges it has received), STC hereby consents to the transfer
                by
                Memry to Kentucky Oil of the Assigned
                Rights.

            


    

     

    
      	 	
              b.

            	
              STC
                and Memry agree that, except with respect to the Assigned Rights,
                the
                Development Agreement is hereby terminated in full. STC and Memry
                further
                agree that STC shall have no obligations to any party under the
                Development Agreement (whether it be Memry and/or any successor and/or
                assignee to any of Memry’s rights under the Development Agreement)
                notwithstanding the provisions of Paragraph 2.3 of the Development
                Agreement, except with respect to the Assigned Rights. Specifically,
                but
                without limitation, STC shall have no obligations to the Kentucky
                Oil
                Parties under the Development Agreement notwithstanding any provisions
                which survive the termination of the Development Agreement, except
                with
                respect to the Assigned Rights. STC’s only obligations to the Kentucky Oil
                Parties are the obligations set out in the STC/KOT Settlement
                Agreement.

            


    

     

    
      	 	
              c.

            	
              STC
                and Memry hereby mutually release one another from any and all remaining
                obligations under the Development Agreement and/or the Memry License,
                including, without limitation, any remaining obligation related to
                confidential information and/or know-how as well as any obligation
                to
                disclose, protect, register, prosecute or maintain any intellectual
                property assets identified in the Lawsuit and/or Development Agreement
                and/or the Memry License as well as any assets that could have been
                identified in the Lawsuit or pursuant to the Development Agreement
                and/or
                Memry License.

            


    

     

    
      	 	
              d.

            	
              The
                Parties hereto agree and acknowledge that, pursuant to the mutual
                releases
                set forth in Section
                B
                below, each of Memry and STC is releasing the other from, inter alia,
                any and all liabilities incurred from the beginning of time through
                the
                Settlement Date, and no party (including without limitation the Kentucky
                Oil Parties) succeeding to the Assigned Rights shall have any rights
                or
                claims against the other for breaches, responsibilities, liabilities
                and/or obligations arising on or prior to the Settlement Date
                hereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              e.

            	
              STC
                hereby agrees and acknowledges that a copy of the Memry/KOT Settlement
                Agreement has been provided to counsel for STC under the terms of
                the
                protective order in the Lawsuit. The Memry/KOT Settlement Agreement
                sets
                forth the nature of the rights conveyed under the Development Agreement
                and the Memry License by Memry to Kentucky Oil.


            


    

     

    
      	 	
              f.

            	
              Memry
                and STC hereby expressly agree that the terms of this Settlement
                Agreement
                are contingent upon Memry and the Kentucky Oil Parties having executed
                the
                Memry/KOT Settlement Agreement regarding the
                Lawsuit.

            


    

     

    
      	 	
              B.

            	
              Mutual
                Releases

            


    

     

    
      	 	
              a.

            	
              Release
                of Memry.
                STC and each of the STC-Related Parties, as defined below, releases
                Memry,
                and its officers, directors, divisions, subsidiaries, business
                units, members, managers, parents, affiliates, predecessors, successors,
                representatives, agents, servants, employees, attorneys, accountants,
                inventors, customers, end-users, suppliers and insurers (collectively,
                the
                “Memry-Related
                Parties”),
                of and from any and all known and unknown actions, causes of action,
                claims, demands, damages, costs, losses, expenses, liabilities, attorneys’
                fees, and debts whatsoever, under statutory law or regulation, at
                common
                law or in equity of any jurisdiction, including, without limitation,
                those
                relating to the Lawsuit, any claims of contribution and/or indemnity
                relating to the Lawsuit, and/or claims regarding confidential information
                and/or know-how, that STC or
                any of the STC-Related Parties
                has, did have, or may have against any of the Memry-Related Parties
                from
                the beginning of time to the Settlement Date of this Settlement Agreement
                (the “Memry
                Released Claims”).
                

            


    

     

    
      	 	
              b.

            	
              Release
                of STC.
                Memry and each of the Memry-Related Parties, as defined above, releases
                STC, and each of its officers, directors, divisions, subsidiaries,
                business
                units, members, managers, parents, affiliates, successors,
                representatives, agents, servants, employees, attorneys, accountants,
                inventors, customers, end-users, suppliers and insurers of each
                (collectively, the “STC-Related
                Parties”),
                of and from any and all known and unknown actions, causes of action,
                claims, demands, damages, costs, losses, expenses, liabilities, attorneys’
                fees, and debts whatsoever, under statutory law or regulation, at
                common
                law or in equity of any jurisdiction, including, without limitation,
                those
                relating to the Lawsuit (including, without limitation, all claims
                regarding confidential information and/or know-how as well as claims
                for
                legal malpractice and/or claimed ethics violations of any kind whatsoever
                before the Patent and Trademark Office (“PTO”),
                any other domestic or foreign patent office, and/or regarding any
                malpractice claim of any kind whatsoever), that Memry or any of the
                Memry-Related Parties has, did have, or may have against any of the
                STC-Related Entities from
                the beginning
                of time to the
                Settlement Date of this Settlement Agreement (the “STC
                Released Claims”).
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              c.

            	
              Unknown
                Claims.
                As further consideration and inducement for this compromise settlement,
                the Parties each understand and agree that the releases contained
                in this
                Section
                B
                apply to all unknown and unanticipated claims or demands of any type
                whatsoever, and the Parties,
                having read the same (and hereby representing and warranting to the
                other
                that they have read the same), expressly
                waive the benefits of California Civil Code § 1542, which
                states:

            


    

     

    A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
      WHICH
      IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
      WITH
      THE DEBTOR.

     

    The
      STC-Related
      Parties abandon,
      release, waive, and relinquish all rights and benefits that any of them has
      or
      may have against any of the Memry-Related Parties under California Civil Code
§
1542 with respect to the STC Released Claims. The Memry-Related Parties abandon,
      release, waive, and relinquish all rights and benefits that any of them has
      or
      may have against any of the STC-Related Parties under California Civil Code
§
1542 with respect to the Memry Released Claims. The Parties each acknowledge
      that they may discover facts in addition to, or different from, those that
      they
      now believe to be true, including but not limited to the nature or extent of
      their damages, but that it is nonetheless their intention to fully, finally,
      completely, and forever settle and release each, every, and all claims released
      in this Section
      B.
      Therefore, the releases given in this Section
      B
      shall
      remain in effect according to their express terms notwithstanding the discovery
      or existence of any such additional or different facts.

     

    
      	 	
              d.

            	
              Warranty
                of No Transfer.
                Each of the Parties represents and warrants that it is the sole owner
                of
                the claims it is releasing in this Section
                B,
                that no other person has any interest in any of those claims, and
                that it
                has not sold, assigned, or otherwise transferred any interest in
                those
                claims to any third party. 

            


    

     

    
      	 	
              C.

            	
              Other
                Provisions

            


    

     

    
      	 	
              a.

            	
              Confidentiality.
                The Parties agree to keep this Settlement Agreement and its terms
                strictly
                confidential unless: (a) asserting a claim or defense arising out
                of this
                Settlement Agreement or related to the Lawsuit in any suit or proceeding;
                (b) ordered to do so by a court of competent jurisdiction; (c) served
                with
                a subpoena or discovery
                request or other
                request for discovery, provided that the party served first gives
                prompt
                notice to the other Parties so the other Parties may have an opportunity
                to contest the discovery request; or (d) any of the substance of
                this
                Settlement Agreement is necessary to be disclosed to an agency or
                regulatory body, or to an insurer, financial advisor, investor, lawyer,
                or
                accountant for any party or affiliate. However, nothing in this Settlement
                Agreement prohibits a party from stating that the claims in the Lawsuit
                between the parties to this Settlement Agreement have been settled
                and
                that the terms of the settlement are confidential. Notwithstanding
                the
                foregoing, however, (i) Memry may disclose this Settlement Agreement
                to
                Getters and its counsel and Kentucky Oil and its counsel, (ii) Memry
                may
                announce this Settlement Agreement in a press release and a Form
                8-K, and
                may file a copy hereof as an exhibit to said Form 8-K; and (iii)
                STC shall
                be permitted to review and approve of any press release issued by
                Memry
                regarding this Settlement Agreement in advance of any such press
                release
                being published.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              b.

            	
              No
                Admission.
                This Agreement is a compromise of disputed claims. It is not and
                shall not
                be interpreted as or deemed to be an admission of liability by any
                party
                to this Settlement Agreement. 

            


    

     

    
      	 	
              c.

            	
              Authority.
                The Parties warrant and represent to and in favor of each of the
                other
                Parties that the person executing this Settlement Agreement on its
                behalf
                has the full power and authority to bind it to each and every provision
                of
                the agreement.

            


    

     

    
      	 	
              d.

            	
              Notices.
                All notices, requests, and demands made under this Settlement Agreement:
                (a) shall be in writing and made to the Parties and their counsel
                at the
                address indicated below, or to such other address as a party may
                designate
                by prior written notice to all of the others in accordance with this
                provision; and (b) shall be deemed to have been given or made (i)
                if
                delivered in person, immediately upon delivery, (ii) if by email
                or
                facsimile transmission, immediately upon sending and upon confirmation
                of
                receipt, provided that on that day or the following day a copy is
                also
                sent by first class mail, (iii) if by nationally recognized overnight
                courier service with instructions to deliver the next business day,
                one
                business day after; and (iv) if by certified mail, return receipt
                requested, five (5) days after
                mailing.

            


    

     

    If
      to
      Memry:

     

    Memry
      Corporation

    Attn.
      Robert Belcher

    3
      Berkshire Boulevard

    Bethel,
      CT 06801

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    with
      a
      copy to:

     

    David
      I.
      Albin, Esq.

    Finn,
      Dixon & Herling, LLP

    177
      Broad
      Street, 15th
      Floor

    Stamford,
      Connecticut 06901-2048;

     

    and
      

     

    William
      J. Cass, Esq.

    Cantor
      Colburn LLP

    20
      Church
      Street

    Hartford,
      CT 06103

     

    If
      to
      STC:

     

    Schlumberger
      Technology Corporation

    Attn.
      Charlotte Rutherford

    Sr.
      Counsel Licensing & Litigation

    5599
      San
      Felipe, 17th Floor

    Houston,
      Texas 77056

    Facsimile:
      (713) 375-3500

    E-Mail:
      crutherford@slb.com

     

    with
      a
      copy to:

     

    Nancy
      J.
      Geenen, Esq.

    Eileen
      R.
      Ridley, Esq.

    Foley
      & Lardner, LLP

    One
      Maritime Plaza, Sixth Floor

    San
      Francisco, CA 94111-3409

    Facsimile
      No.: (415) 434-4507

    E-mail:
      NGeenen@foley.com / ERidley@foley.com

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              D.

            	
              Interpretation.
                This Settlement Agreement shall be construed without regard to the
                party
                or Parties responsible for the preparation of the same and shall
                be deemed
                to have been prepared jointly by the Parties hereto. If any ambiguity
                or
                uncertainty exists herein, such ambiguity or uncertainty shall not
                be
                interpreted against any party hereto, but rather, shall be interpreted
                according to the application of other rules of contract interpretation.
                The Parties acknowledge that this Settlement Agreement is in the
                English
                language and that the English language will govern its
                interpretation.

            


    

     

    
      	 	
              E.

            	
              Governing
                Law.
                This Settlement Agreement shall be construed in accordance with Texas
                law,
                without regard to its internal choice-of-law
                rules.

            


    

     

    
      	 	
              F.

            	
              Enforcement.
                If any action is brought for breach of or to enforce this Settlement
                Agreement, it shall be brought in federal
                court for the Southern
                District of Texas.

            


    

     

    
      	 	
              G.

            	
              Attorneys’
                Fees.
                In any action for breach of or to enforce this Settlement Agreement,
                the
                prevailing party will be entitled to reasonable attorneys’ fees, expenses,
                and costs. 

            


    

     

    
      	 	
              H.

            	
              Counterparts.
                This Settlement Agreement may be signed in counterparts, and a copy
                of the
                fully signed Settlement Agreement may be used in evidence as if it
                were
                the original. Signatures of the executing Parties sent via facsimile
                shall
                be deemed as if they were original.

            


    

     

    
      	 	
              I.

            	
              Integration.
                This Settlement Agreement is the entire agreement between the Parties
                with
                respect to its subject matter and supersedes all prior or contemporaneous
                oral or written negotiations or agreements with regard to the matters
                set
                forth in it. The Parties are not entering into this Settlement Agreement
                on the basis of any promise, statement, or representation, express
                or
                implied, that is not expressly set forth in it.


            


    

     

    
      	 	
              J.

            	
              Independent
                Counsel.
                Each party acknowledges that it has been represented by independent
                counsel of its own choice throughout all negotiations pertaining
                to its
                execution of this Settlement Agreement. Each party further acknowledges
                that it has received and relied upon advice from its independent
                counsel
                with respect to: (a) the meaning and effect of each of the terms
                and
                conditions of this Settlement Agreement including, but not limited
                to, the
                releases and the waiver of rights under California Civil Code § 1542; and
                (b) the advisability of entering into this Settlement
                Agreement.

            


    

     

    
      	 	
              K.

            	
              Independent
                Investigation by Parties.
                Each party acknowledges that it has fully investigated the subject
                matter
                of this Settlement Agreement and that it is entering into this Settlement
                Agreement voluntarily, knowingly, and of its own free
                will.

            


    

     

    
      	 	
              L.

            	
              Successors.
                This Settlement Agreement shall inure to the benefit of and shall
                be
                binding upon the heirs, executors, administrators, assigns, and successors
                in interest of each of the Parties entering into it.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              M.

            	
              Modification
                of Agreement.
                No supplement, modification, or amendment to this Settlement Agreement
                shall be binding unless executed in writing by all of the Parties
                to
                it.

            


    

     

    
      	 	
              N.

            	
              Severability.
                If any of the provisions of this Settlement Agreement become invalid,
                illegal or unenforceable in any respect, the validity, legality and
                enforceability of the remaining provisions hereof shall not in any
                way be
                impacted.

            


    

     

    
      	 	
              O.

            	
              No
                Continuing Relationship.
                The Memry-Related Parties each acknowledge that none has any relationship
                whatsoever with the STC-Related Parties other than as set forth in
                this
                Settlement Agreement. The Memry-Related Parties express acknowledge
                that
                they are not agents nor are in any partnership with the STC-Related
                Entities. The Memry-Related Parties will not make any representations
                to
                any third party that is inconsistent with this acknowledgment nor
                will the
                Memry-Related Parties use this Settlement Agreement as the basis
                of any
                business dealings with third parties. If any of the Memry-Related
                Parties
                make any representation to third parties that is contrary to this
                paragraph, the STC-Related Parties shall be entitled to injunctive
                relief
                and specific performance of this
                paragraph.

            


    

     

    
      	 	
              P.

            	
              Execution
                of Additional Documents.
                The Parties to this Settlement Agreement will each promptly execute
                all
                documents reasonably necessary to fully consummate this Settlement
                Agreement and the covenants it contains. Nothing in this paragraph
                shall
                require STC or the STC-Related Parties to make any written or oral
                representations regarding the Lawsuit or the associated IP
                Assets.

            


    

     

    
      	 	
              Q.

            	
              Headings.
                The Section headings used herein are for reference and convenience
                only,
                and shall not enter into the interpretation of this Settlement
                Agreement.

            


    

     

    
      	 	
              R.

            	
              No
                Waiver.
                No delay or omission by the Parties to exercise any right or power
                occurring upon any default of this Settlement Agreement shall impair
                any
                right or power or be construed to be a waiver thereof. A waiver by
                the
                Parties hereto of any covenants, conditions, or agreements to be
                performed
                under this Settlement Agreement shall not be construed to be a waiver
                of
                any succeeding breach thereof or of any other covenant, condition,
                or
                agreement herein contained.

            


    

     

    
      	 	
              S.

            	
              No
                Special Damages.
                In no event shall the Parties be liable to one another for any special,
                indirect or consequential damages arising out of or related to their
                respective performance under this Settlement
                Agreement.

            


    

     

    
      	 	
              T.

            	
              Indemnification.

            


    

     

    
      	 	
              a.

            	
              Memry
                will defend, indemnify, and hold harmless STC and its affiliates,
                together
                with the officers, directors, owners, employees, agents, successors,
                assigns, end-users, and customers of each, for: (1) the breach of any
                provision of this Settlement Agreement; or (2) any claims by Memry
                or a
                Memry-Related Party against them arising out of the activities associated
                with the allegations made in the Lawsuit. Pursuant to this
                indemnification, the indemnitees are entitled to use counsel of their
                own
                choice.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              b.

            	
              STC
                will defend, indemnify, and hold harmless Memry and their affiliates,
                together with the officers, directors, owners, employees, agents,
                successors, assigns, end-users, and customers of each, for (1) the
                breach
                of any provision of this Settlement Agreement, or (2) any claims
                by STC or
                an STC-Related Party against them arising out of the activities associated
                with the allegations made in the Lawsuit. Pursuant to this
                indemnification, the indemnitees are entitled to use counsel of their
                own
                choice.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Settlement Agreement to
      be
      executed and delivered by their duly authorized representatives.

     

    
      	
              DATED:
                August 11, 2008

            	
              Schlumberger
                Technology Corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                Eric Larson

            
	 	 	
              Name:
                Eric Larson

            
	 	 	
              Title:
                President Completions

            
	 	 	 
	
              DATED:
                August 14, 2008

            	MEMRY
              CORPORATION
	 	 	 
	 	
              By:

            	
              /s/
                Robert Belcher

            
	 	 	
              Name:
                Robert P. Belcher

            
	 	 	
              Title:
                Chief Executive Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONSENT
      AND AGREEMENT

     

    Having
      fully read and understood the attached Settlement Agreement between Memry
      Corporation, on the one hand, and Schlumberger Technology Corporation
      (“STC”)
      on the
      other, and having assistance of independent counsel, the following parties
      (referred to herein as the “Kentucky
      Oil Parties”)
      hereby
      acknowledge and consent to all of the terms of the above Settlement Agreement,
      including without limitation the provisions contained in Sections A.a, A.d,
      F.
      and H. The Kentucky Oil Parties also specifically acknowledge and agree that
      they are bound by the confidentiality provisions contained in Paragraph C.a
      of
      that Settlement Agreement, except they are free to repeat information that
      has
      already been made public by one or more of the parties to it. The Kentucky
      Oil
      Parties warrant and represent that the persons executing this Consent and
      Agreement on their behalf have the full power and authority to bind them to
      this
      Consent and Agreement.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Settlement Agreement to
      be
      executed and delivered by their duly authorized representatives.

     


      
        	
                DATED:
                  August 14, 2008

              	
                KENTUCKY
                  OIL TECHNOLOGY, N.V.

              
	 	 
	 	
                /s/
                  Peter Besselink

              
	 	
                By:
                  Peter Besselink

              
	 	
                Title:
                  Managing Director

              
	 	 
	
                DATED:
                  August 14, 2008

              	
                MEMORY
                  METAL HOLLAND, B.V.

              
	 	 
	 	
                /s/
                  Peter Besselink

              
	 	
                By:
                  Peter Besselink

              
	 	
                Title:
                  Managing Director

              
	 	 
	
                DATED:
                  August 14, 2008

              	
                PETER
                  BESSELINK

              
	 	 
	 	
                /s/
                  Peter Besselink

              
	 	
                Peter
                  Besselink

              
	 	 
	
                DATED:
                  August 14, 2008

              	
                WILFRIED
                  VAN MOORLEGHEM

              
	 	 
	 	
                /s/
                  Dr. Wilfried van Moorleghem

              
	 	
                Dr.
                  Wilfried van Moorleghem

              
	 	 
	
                DATED:
                  August 14, 2008

              	
                UNITED
                  STENTING, INC.

              
	 	 
	 	
                /s/
                  Peter Vanderbruggen

              
	 	
                By:
                  Peter Vanderbruggen

              
	 	
                Title:
                  Managing Director

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FURTHER
      CONSENT AND AGREEMENT

     

    The
      undersigned, SAES Getters, an Italian corporation (“Getters”),
      hereby agrees and acknowledges as follows:

     

    1. Getters
      is party to an Agreement and Plan of Merger (“Merger
      Agreement”)
      among
      Getters, an indirect subsidiary of Getters (“Acquisition
      Sub”)
      and
      Memry, pursuant to which Acquisition Sub is to be merged into Memry with Memry
      becoming an indirect subsidiary of Getters. The Merger Agreement provides that
      Memry can not enter into the Settlement Agreement to which this Further Consent
      and Agreement is attached (the “Memry/STC
      Settlement Agreement”),
      or
      the Memry/KOT Settlement Agreement dated as of substantially even date herewith,
      without the consent of Getters.

     

    2. As
      of the
      date hereof, the transactions contemplated by the Merger Agreement have not
      been
      consummated and Getters does not own Memry.

     

    3. Getters
      has granted Memry its consent, in writing, to enter into the Memry/STC
      Settlement Agreement and the Memry/KOT Settlement Agreement.

     

    4. Getters
      agrees that, upon the consummation of its contemplated acquisition of Memry,
      it
      will be bound by the terms of the Memry/STC Settlement Agreement, as if it
      were
      a Memry-Related Party on the date hereof, including, without limitation, the
      confidentiality provisions of Section C.a. Getters further agrees that it is
      bound to the confidentiality provisions of Section C.a. of the Memry/STC
      Settlement Agreement regardless of whether or not its contemplated acquisition
      of Memry is consummated.

     

    5. Getters
      has fully read and understood the attached Settlement Agreement, and has had
      assistance of independent counsel in its review of the same.

     

    IN
      WITNESS WHEREOF, the undersigned has caused this Further Consent and Agreement
      to be executed and delivered by its duly authorized representative as of the
      date set forth below.

     

    
      	
              DATED:
                August 14, 2008

            	
              SAES
                GETTERS

            
	 	 	 
	 	
              By:

            	
              /s/
                Giulio Canale

            
	 	 	
              Name:
                Giulio Canale

            
	 	 	
              Title:
                Managing Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPROVED
      AS TO FORM:

     

    
      	
              DATED:
                August 13, 2008

            	
              FOLEY
                & LARDNER LLP

            
	 	 	 
	 	
              By:

            	
              /s/
                Eileen R. Ridley

            
	 	 	
              Eileen
                R. Ridley

            
	 	 	
              Attorneys
                for Counterdefendant Schlumberger

            
	 	 	
              Technology
                Corporation

            
	 	 	 
	
              DATED:
                August 14, 2008

            	
              CANTOR
                COLBURN LLP

            
	 	 	 
	 	
              By:

            	
              /s/
                William J. Cass

            
	 	 	
              William
                J. Cass

            
	 	 	
              Attorneys
                for Memry Corporation

            
	 	 	 
	
              DATED:
                August 13, 2008

            	
              NIXON
                PEABODY LLP

            
	 	 	 
	 	
              By:

            	
              /s/
                Nicholas Papastavros

            
	 	 	
              Name:
                Nicholas Papastavros

            
	 	 	
              Attorneys
                for SAES Getters

            
	 	 	 
	
              DATED:
                August 13, 2008

            	
              LUCE,
                FORWARD, HAMILTON & SCRIPPS LLP

            
	 	 	 
	 	
              By:

            	
              /s/
                Michael H. Bierman

            
	 	 	
              Michael
                H. Bierman

            
	 	 	
              Attorneys
                for Defendants Peter Besselink and

            
	 	 	
              Memory
                Metal Holland B.V. and Defendant

            
	 	 	
              and
                Counterclaimant Kentucky Oil

            
	 	 	
              Technology,
                N.V.